SinisterPlotoftheSix
by DryBonesReborn
Summary: Did the events of Spider-man 2 really happen? Or does Doctor Octopus alive and have a vendetta against Peter.We ponder this along with Peter Parker as the dive into this movie verse reveals a twist on the classic Movie verse.
1. Chapter 1

The climax of euphoria embraced Peter and MJ as they were in his apartment sitting on an aged brown couch. The birds sang a low pitched cheerful song outside the window. There were no crimes happening as MJ and he seemed to be locked into a staring contest of love. _The moment is perfect_. He thought this moment would last forever as the noon sun sent slices of light into his apartment. Their hands stroke one another's hair with care. All of a sudden he noticed something in the corner of his room...a unicorn? The white as paper beast bent a knee and rose. Its golden horn, like a cone dipped in glitter, hit the ceiling of their apartment.

Peter asked MJ, "Why is there a unicorn in our room?"

Mary-Jane replied, "Oh, Peter. The unicorn is a symbol of our love, silly!" She patted him on the shoulder as she laughed and sat back.

Peter looked over at her and raised an eye. "But? There are no unicorns. Did the university make it? Maybe some genetic experiment?" His mind whirled started swirling. "I don't feel so good MJ. I feel like, I'm waking up, but I thought I am awake?"

A wind rushed into the apartment whipping the blinds at the unicorn as it vanished from view and lights dimmed.

Mary-Jane looked intensely into Peter's beautiful, blue eyes. "Don't go, Peter," she said, her voice fading after the unicorn while looking at him with tears in her eyes. "Don't leave me all alone here with Bessy the unicorn. . .

Peter's eyes noticed the room moving around him like a 360 rollercoaster ride and he fell. The darkens lasted a few seconds as beeping filled his ears on his left and right. When he fell his eyes opened to a blurry, white room smelling of cleaning chemicals and dank putrid smell. It was not his room. He felt the scratchy white covers on his finger tips.

_Where am I?_

Mary-Jane was sound asleep in a chair next to Peter's bed. She was leaning on her arm, which was extended onto the bed where Peter's was and was holding onto his hand. Wires cover head to toe all over his body of many colors into the two towering machines on his left and right.

Peter looked at her and with a scratchy throat tried to speak. "M-aa-ry Jane." He noticed the Iv's and confirmed his suspicion. But why was he there? He felt his head in the back, there was no lump, his hair was rather matted.

His eyes drifted upward around the room. It was not a nice noon day, but rather a dark night. The winds voice did not raise a whisper outside the window.

Mary-Jane slowly woke up and was looking around half-asleep. "What a weird dream..." she mumbled to herself. Then she looked at Peter and realized he was awake. "Peter!" she shouted with excitement. "Oh my goodness, you're awake!" She leaned over the hospital bed and hugged him, but making sure to not disturb the hoard of IVs and other chords looping in and around his delicate-looking body.

It felt good feeling her soft arms around him. As real as the dream was it could never replace the living Mary Jane Watson.

He looked up into her eyes as tears came down. "What...happened? What's wrong? I thought we were ..."

What are you talking about, sweetheart? You were in a coma for 6 months. It all happened so fast... I thought you were..." She stood back and wiped the tears that came down her cheeks. She started sobbing, then regained herself and wiped the tears that had fallen from her eyes.

Peter smiled. "I missed you. Coma? I don't get it."

Mary-Jane smiled and blushed at Peter. "I missed you, too. Well, we're not sure what exactly caused your coma, but the doctors think you were too exhausted from overdoing it."

"I thought I had defeated Ock, you went home with John and came back for me? Did that not happen?"

Mary-Jane looked at Peter with a confused look on her face. "I'm not sure what you're talking about, Peter. Anyways, I hope you don't mind, but I need to go home and get some sleep. I've been here the whole time for you, and now that you're awake, I need to rest. I'm so glad you're awake, Peter!" She gave him a big hug one more time before she stepped gracefully out of the hospital room.

Peter Looked over a bit sad. "...not sure? What did happen? Oh well." Peter turned over to look outside his window, then down the hall at the nurses, being as bored as ever, he started to drift off to sleep.

Suddenly, out of nowhere, a lone metal tentacle popped around the corner of the door to Peter's room. The black object reflected the moons light giving a silver edge The red glowing eye looked through the window. It squinted and disappeared as the black object snapped shut and opened again. It stared then moved around like a snake then retracted from the window's position. Instantly, there was a huge crash, the window and most of the wall lay on the floor. With the devastation an extremely large and looming figure stood in the cloud of dust with wiggling tentacles on his back. The light from the moon traces bars of color on the invader and his attire. "Hello, arachnid" he said; his voice boomed with an anger.

Peter raised his brows. "Arachnid?" He wondered what did happen in the past months.

"I thought that I stopped the machine after the demonstration and we were all ok."

Ock glared at Peter intently with cold, steel-gray eyes. "How dare you..." he started off. "How _dare _You say that!" The monstrous madman- Doctor Octopus charged at Peter's bed and slammed his tentacles into the sides of the bed. The tentacles crack the floor next to the machines.

Fear draped Peter's face. "I don't remember much. What happen? I thought your presentation happened and the machine-and you stopped it later on."

Confusion and curiosity covered Octavius's face. "I don't understand what you are raving about! Do you not remember your identity?" He asked.

Peter swallowed hard, "Peter Parker?" _I don't remember how he knows my name. _" I thought that you shut the machine down and drowned. I'm glad you are alive." His heart rapidly beats so sure the tentacles could sense it. The machines screens relay the emotion as colorful jagged lines like mountains moved in succeeding flow from left to right.

"Peter Parker..." Ock stood up straight and composed himself. _Oh, this is very interesting indeed..._ The tentacles sensed Peter's fear and poised themselves ready to strike over his trembling body. "Well, then... it's good to see you, too, Peter," Ock said with a sinister tone in his voice and a crooked smile. "I'm glad to see you don't remember anything about the little accident that happened to me and my wife... but that's another story. Until then, I will come visit you later." After he spoke, Ock put his trenchcoat on over his arms and walked casually out of the wrecked hospital room the same way he came in. Male and female nondescript nurses rushed into the room to see what the commotion was all about, missing his visit and stumbled upon the damage.

Parker's heart started to slow back to normal and watched his former idol go. He sighed.


	2. Chapter 2 Sinister Plan

One month later, while Peter was still recovering in a hospital room and ruminating over what happened to him, a long list of enemies grew and aligned in agreement to kill Spider-man. Each one of them had their own reasons to hate him, whether stopping a crime by an associate, friend, family member or their belief he's only concerned with his self-inflated do-gooder devious image. That one fine day the sun was beginning to set. Ock waited as they all gathered, all of them: Mysterio, Sandman, Vulture, Electro, and Kraven at an old abandoned library near the docks of New York City. There was a beautiful sunset outside, but no one noticed since there were no windows in the old library. Shelves of empty wooden stands are coved in dust, cobwebs even from the hanging dim lights. A round scuffed up wooden table awaits the other guests as Ock stood next to the table.

"Gentlemen, welcome!" said Ock as he waved his natural arms and tentacles in the air as a gesture of welcome. "Please, take any seats available. I've been expecting you all."

The group scrambled around to find seats. Two of them got into a small fight about the only chair left, and Dr. Octavius took notice. Ock stood waiting as Kraven sat next to Otto. Vulture and Mysterio sat across from him. The chair next to Mysterio was open for a second as Kraven sat down.

"Will someone bring in an extra chair here, please!" Electro cried grabbing the seat Kraven had taken and tried rocking it over.

Everyone just stared at Ock. "Fine," he said, taking a nearby chair into his tentacles. He ripped it apart and gave it to the two men. "Ahem!" Ock said to get everyone's attention. The tentacle placed the broken table chair next to Electro who sat on it." Thank you all for being here. As you all already know, we share a common goal: to defeat the obnoxious arachnid Spider-Man!" The crowd gave a loud cheer of sympathy. "Well, it seems that the Arachnid has forgotten all about the accident that happened to my wife and I!" Ock yelled as his anger spews from his soul. He clenched his fists. "We need to come up with a plan while he's still weak. Peter Parker doesn't even remember that he is Spider-Man! We must hurry! Does anyone have any ideas?" Ock waited patiently for an answer

Electro snapped his fingers. "I got it. Why don't I just take him out at his house?"

"No," Ock replied with an irritated look on his face. "That would be too easy. Too simple. I've called you all here today for a group effort. We all take part in this! Anyone else have ideas?"

Kraven slammed his fist on the table. "What kind of idea is that? Do you want to hurt his mate? She has nothing to do with it. Using her again is an over played trite excuse for a trap."

Ock turned to look at Kraven. "Good point, but you're thinking too 'nice', Kraven. We can use the girl as bait..."

Kraven raised a brow. "Use her again? I heard she was kidnapped by you before, not to mention some Goblin bozo, a creature not even in the animal kingdom."

A smug look comes over Electro, "He knows what he's doing. The least thing would be for Spider-man to think she's safe. I told you."

The deranged scientist continued. "Yes, I have. Which makes it all the more easy to steal her away again."

Sandman collects himself out of a pile of sand and stands up in front of Ock. "Yes. And I've taken her before, too. I could help you! I know where the girl lives!"

Kraven and Electro look at sandman. Kraven asks. "Ok, so one of us kidnaps the girl then what? How can we weaken The Spider for easy Pickens?

Sandman responded before Ock can. "Don't you get it, you buffoons? Once we kidnap the Spider's little girlfriend, we'll have him in our clutches soon after!" He added, "Yes, but we can also hurt his family. His aunt. She's all that Arachnid's got left."

Kraven stewed in anger. "I don't like messing with any affiliates of his. One does not mess with a lioness least the whole pride of lions hears of the commotion."

Mysterio and Vulture sat in silence.

"Kraven "Shut up you wuss! We need him to be weak. Spread an army out you weaken it. Make him save too many people in a day, we'll get him.," Electro said.

Ock looked at Electro. "Yes. This could be a great plan. I agree with Electro!" Ock looked around at everyone else. "Let's take a vote, then. All in favor of hurting the Spider's family and girlfriend, say 'I'." Ock looks around at the group of villains.

Kraven waved his hand and puts it up hesitantly. He'd studied the Spider in the papers for a while and felt he'd have to go along with the Leader despite his inner doubts and pang of guilt of involving the female counterpart to Spider-man. "Sure why not..."

Electro jumps up. "Bout time!"

"Excellent," Ock said. "Any other takers?" he asked.

"I'll go for it," Sandman replied. "Me, too," Vulture mumbled as he raised his hand. "I," said Vulture. Mysterio mirrored his action.

"I can supply the effects you need to distract him," Mysterio stated letting out a chuckle.

"The bird's eye view on this can't fail," Vulture glanced at Mysterio as a smirk appeared.

Kraven placed his hands on his temples. "I'm not for it 100 percent, but I'm sure you'll work out the details. Shall I tip my arrow with deadly poison? What about you? Got anything to lace your tentacles with? Maybe some nerve-toxin? I'd like a share of the pie before it's finished off. I'd like to give the first blow."

Electro pounded his fist on the table. "I'd like to zap him from here to mars! That should lighten things up." He cackles madly.

Ock looked at Kraven while he was talking. "Let's not kill the girl. Only injure her and use her as Spider-bait. Can you tip your arrows with a mild sedative instead? " He looked at Electro. "What is it that you do not agree with? Don't just use violence. We need to use logic and reason here!"

A nod came from Kraven. "Yes. I know several plants for a sedative. It will keep her from hurting herself anymore by escaping."

Electro rose to his feet. "I get impatient is all. What's my part? Will I go second? I don't mind if you go last for the kill. You can savor the moment. I'd rather attack first, but whatever."

"Excellent, Kraven," Ock praised. "That's fine, Electro, You can go second."

"What about me?" Sandman nudged. "We've worked together before, Octopus. What's in it for me?" Ock looked at Sandman. "Now everyone, just hold on a minute. We can't figure out who does what until we figure out what we're actually going to do first!" Ock was losing his cool. "Now, we all know Kraven will kidnap the girl. Kraven, I will let you take care of the details for that," Ock nods to Kraven. "But what should we do when we've lured out the Arachnid?"

Kraven grinned. "I think it would be best to the deed when it's near sundown. We need a water tower. I'll kidnap her outside the place where she works. We need two vehicles: A dump truck full of sand and a fire truck. I'll kidnap her and take her to wherever you like. We need some illusion she's tied to the tower. We can stun the Spider and tie him to it and blast the hose on him. Electro can weaken him with a few shots and the truck of sand will provide for excellent ammo against him."

"Excellent plan, Kraven. I like the way you think," Ock smiled an evil smile in conjunction with the Hunter. "This way, everyone can use their powers on the Spider. Kraven, you kidnap the girl. Mysterio, you cast the illusion for the Arachnid. Vulture, why don't you use your aerial skills to tie the Spider to the tower. Sandman, you can shield those of us below with your sand. Electro, you shock the Spider. Did I leave anyone out?"

Electro looked to Kraven as they looked around the room. Sergi replied, "I don't think so, Doc. Well Electro I need you to steal the truck of Sand. Mysterio I need you to take the fire truck. Remember around sunset when people get off work. We don't want to do it late at night because he'd be more likely on the _pr_owl. Sorry, I think like a hunter." He rolled the 'r' in prowl.

"Sure thing. I'll get it done at sunset," Mysterio replied.

"Right, then. See you all at the city's water tower. Meeting adjourned! Thank badness..." Ock mumbled to himself a play on words.

4


	3. Chapter3 Gotcha Bug!

Around the same time, a man was watching a woman with long brown hair on the television screen from his seat. He watched with irritation the late day news. A blank white mask covered his face and hid his true identity. He clicked through the channels. "Chaos. Chaos. Chaos. When will this country learn to do things our way? The Social Way?" He glanced over to the woman quivering in the corner of the hotel room. She sat in the darkness of the room near a kitchen sink. Tears reflect some light as they fall from her eyes.

"My patience is wearing _Mrs_. I do hope you did your best on the blue print. Your life and his depends on it." _It's the only thing I have to counter any failsafe measures he might use once his is in my hands._

Down town a few days later after Peter was released from the infirmary…

MJ was talking out of her studio and on her way home. She wrapped her brown jacket tightly around her so no one would see her costume from B-version of _Cats._ She sighed from the hard day's work. "I wish Peter would return back to normal... I miss the old Peter..." she mumbled to herself.

Kraven hunched behind the stairs and a small bush for the shadows. He aimed his dart gun at MJ's neck. With one blow through the hollow wooden tube, the dart hits her neck.

"Ouch! Who the heck did that!" MJ shouted, her hand grabbed for the dart. The world spun around her and fell to the ground. Within nanoseconds, she was knocked out cold.

His steps were slow and soft as he hurried and picked up MJ. He looked around. His hand reached to his furry collar and called in, "The lioness is asleep."

Excellent," Ock responded to Kraven's radio signal. Meanwhile, Mysterio was busy at work stealing a fire truck. He set up an illusion that the firemen's building was on fire, and they left the fire trucks behind as they rushed out of the building to safety. "Hahaha, run little cowards, run!" Mysterio shouted as he got into the driver's side of the fire truck. His illusion continued on, making the firemen unaware of their missing fire truck. "The red one is in our hands," Mysterio reported back

Electro zapped a telephone pole as it fell down near the sandtruck. The passenger took off screaming as he leapt inside and squealed the tires heading out. "The toy is out of the toychest. " He laughed.

"Good, good. Now everyone, get into your stations," Ock commanded them via his lab.

Mysterio parked the fire truck next to the water tower at the corner behind a building.

He stayed there, while Vulture flew to his post atop the water tower. Sandman caught up with Electro and Sandman in the truck, hoping in.

Electro drove to the tower as well.

"Any sightings on that freak?" Kraven asked Otto through another video connection." Not that I've seen. Ock any reports? I hope you hacked into the police station's surveillance cameras."

Ock was viewing the police station's surveillance cameras as Kraven spoke. "I'm doing that now as you're speaking. I haven't seen anything as of yet..." He continued to scour the films for any sign.

Meanwhile, Peter walked out of the Daily Bugle with his camera around his neck, and hopped down the last step. MJ and him would finally get to talk soon. He hoped she was not at dinner after the studio. He passed the Bugle's security camera and waited near the edge of the road for traffic to slow.

Ock was still viewing the film when he noticed a figure move by the camera. "There he is!" Ock shouted with excitement.

"Okay. I'll go get him. Mysterio, work on your illusion while I hold the girl onto the tower," Vulture told Mysterio.

"Right," Mysterio responded. Vuture flew MJ up onto the top of the tower while Mysterio made an illusion involving MJ being tied onto the tower. He added some bright lights and effects to get Spidey's attention.

Peter looked up in the distance. "It's a bit early to have stars or fire works." He noticed the figure is rather a human. He mutters, "A woman?" His eyes grew big and his mouth hanged open for a second. He Picked up his phone to call MJ. "Please be home, please be home oh please be home."

Kraven caught the cellphone that had fallen from Mj's purse.

"Hmm it's ringing." He looked at the caller Id and picked it up with a smirk on his face," Hello there."

"Who's this! Where's MJ?"

"Oh, she's having a nap. Why don't you come join the party? You're invited. Didn't you know? You're the highlight of the party, Spider-man."

Peter blinked and closed the phone. He squeezed it and put it in his pocked; and then looked at the tower. "I got to change somewhere." He went down an ally and changed. Unsure of where to shoot his webs, Peter looked from the same spot on the ground to get an idea how to get there.

"He's on his way to the tower! Get ready, team!" Ock bellowed out through the radio signals.

Vulture set MJ down and began flying around in circular patterns looking for Spidey.

Mysterio ended the illusion and went to stand beside the sand truck. "You guys ready?" he asked, his voice sounded a little weary. Vulture used his superior vision to seek out and find Spidey. He swooped down quickly, once he spotted him, grabbed him, and took off for the water tower flying at a tremendously fast speed.

Spider-man's buzzing sense was a tad too late as the talons were around his shoulders. He looked up. "What the heck? What are you?

Vulture savored the advantage and almost drooled. After all, new villains had sprung up when Spider-man was in a coma for some time. "I'm the Vulture! And I've got you captured!" He cackled. Their speed increased as they approached the water tower, and suddenly Vulture smashed Spidey into the tower, leaving a huge dent. While spider-man was dazed, he took his rope and secured it around Spidey's waist up to his shoulders at lightning-speed by circling around the water tower.

"He's secured, Electro! You're up!" Vulture alerted the others and flew down next to the fire truck and waited. Sandman drew up a barrier around the other villains as they waited for Electro's part.

Like a radiant hovering surge of pure energy, Electro rose to meet Spidey on his bolt of electricity. "I'm Electro. You'll get a shock out of me."

The blast was so strong it knocked the air out of his lungs. He turned left and right to gain air. The water soon diminished and stopped as a single beam of electricity shot through his body as well as the water tower, sending immense pain like that of fire through Spidey's body. Pain screamed through his veins as he screamed out in anguish. It continued over again as Electro had gained much morbid satisfaction in Spidey's torture.

Not far from the assault, Harry looked out his penthouse to see a single red and blue figure tied to the tower. Still holding a glass of bourbon in his one hand, with the other, He grabbed his father's binoculars that he had used for special occasions for hunting games with other associates and looked through the lenses. Spider-man's head hanged down low as his costume was soaked with water and singed from the electricity. Shivers of being cold and shocked slowed after several blasts had gone through him.

Harry mumbled a few obscene things about the person he know seeing him shiver and be in pain. "How could Peter claim to be my friend and try to stop him? It's his fault; he messed up my business and took my father's life."

Mysterio went up to Spider-Man, holding a pair of goggles in his hand. He slipped the goggles over Spidey's head while Spidey wasn't looking. After that, he retreated back down to where the sand truck was.

Spider-man looked through the lenses over his other lenses and noticed a few police fire at the villains as they scatter. He started to kick Mysterio, who is not in front of him, but only imagined, as the police arrest Kraven and Spidey smiles. He moved about in the ropes shooting web as if he was really tying them up. He laughs to himself. " You are all push over's," he says, not knowing he's really deceived by the device over his lenses.

Electro snapped a spark. "We'll see who is pushed over O Imaginative one."

Kraven aimed his blowgun and shot a dart into Spidey's neck. The prick of his skin was like one of a bee. Spider-man snickered thinking Mysterio had sent bees. Bees, However, do not make one feel tired. He then became exhausted and his head lowered and all motion from him ceased.

"Good job, everyone!" Ock praised. "Now bring him back here! _That's_ an order."

"I'm on it!" Vulture replied. He flew up and grabbing Spidey with his claws, then headed for Ock's lab.

"The rest of you retreat back here!" Ock commanded, seeing Vulture on his screen in the laboratory. He leaned back in his chair, folded his fingers in a steeple and laughed a soft wicked laugh.

The blast was so strong it knocked the air out of his lungs. He turned left and right to gain air. The water soon diminished and stopped as a single beam of electricity shot through his body as well as the water tower, sending immense pain like that of fire through Spidey's body. Pain screamed through his veins as he screamed out in anguish. It continued over again as Electro had gained much morbid satisfaction in Spidey's torture.

Not far from the assault, Harry looked out his penthouse to see a single red and blue figure tied to the tower. Still holding a glass of bourbon in his one hand, with the other, He grabbed his father's binoculars that he had used for special occasions like hunting games with other associates and looked through the lenses. Spider-man's head hanged down low as his costume was soaked with water and singed from the electricity. Shivers of being cold and shocked slowed after several blasts had gone through him.

Harry mumbled a few obscene things about the person he know seeing him shiver and be in pain. "How could Peter claim to be my friend and try to stop him? It's his fault; he messed up my business and took my father's life."

Mysterio went up to Spider-Man, holding a pair of goggles in his hand. He slipped the goggles over Spidey's head while Spidey faced forward. He slipped them off to left out of his vision. After that, he retreated back down to where the sand truck was.

Spider-man looked through the lenses over his other lenses and noticed a few police fire at the villains as they scatter. He started to kick Mysterio, who is not in front of him, but only imagined, as the police arrest Kraven and Spidey smiles. He moved about in the ropes shooting web as if he was really tying them up. He laughs to himself. " You are all push over's," he says, not knowing he's really deceived by the device over his lenses.

Electro snapped a spark. "We'll see who is pushed over O Imaginative one."

Kraven aimed his blowgun and shot a dart into Spidey's neck. The prick of his skin was like one of a bee. Spider-man snickered thinking Mysterio had sent bees. Bees, However, do not make one feel tired. He then became exhausted and his head lowered and all motion from him ceased.

"Good job, everyone!" Ock praised. "Now bring him back here! _That's_ an order."

"I'm on it!" Vulture replied. He flew up and grabbing Spidey with his claws, then headed for Ock's lab.

"The rest of you retreat back here!" Ock commanded, seeing Vulture on his screen in the laboratory. He leaned back in his chair, folded his fingers in a steeple and laughed a soft wicked laugh.

Mysterio made his way back to Ock's lab as he hopped through the shadows, and Sandman exited from the sand truck, abandoning it. He as he glided like a gritty swan across the streets and sidewalks of New York, making his way to the lair.

In the distance, trailing behind the Vulture is another presence, one they did not expect. An orange circler object flies in front of Vulture and explodes. The heat from the bomb singes part of the green flying bird's suit.

Vulture was flying on his merry way when the blast happened. Adrian manages to just barely miss it by swerving to the side. He perched on a nearby building and looked around to find his attacker. "How rude! Who's there! I'm going to kick the living daylights out of you!" he shook his fist and threatened.

Kraven followed on foot when he looks up at the commotion. His eyes and the eyes of the man with a white mask looked out the window. He raised his spear. "What is going on?"

Harry smirked under his ski-mask with a rather green and black pattern over him. "He's mine. Or I'll give you a taste of the vengeance I have on him on you."

The masked man in the hotel room above looked out as his mask changed to mimic Vulture's face then the strange new player on the game of revenge. It then goes back to the ivory empty tone as he peered out with his eyes. "This is new. I better hurry my plans up before anything happens." He then hurried taking the newspaper and wrote a note on it and grabbed her wrist and rubbed her wrist on the note. "That will be all."

Vulture frowned at the Goblin figure. "What are you talking about! The Spider? Look, I've got direct orders, so..." He hopped up into the air and to struck a blow at the Goblin "...leave me _alone_!"

Harry glided backwards on his aerodynamic vehicle. "The Spider and I have a score to settle. He needs to pay my way."

Kraven throws a spear at Goblin Jr. "No, he needs to pay the way we all agreed and you are _not _in that agreement."

On street level, Chameleon took off out of the building and tucked the newspaper under his arms whistling as he headed towards the direction of Doctor Octavious' lab.

"Right!" Vulture responded, "What _he_ said!" The bird-man pointed to the savage hunter below and then bellowed, "Get out of my _way_," he tried again to hit Goblin Jr.

Goblin Jr. Shot upwards in the sky. A Dagger popped out from his glider and blasted into his hand as a useable weapon, "Well then I can pay you more than what the others are. Anything you want? Stock? Bonds? Swiss Bank Account."

A laugh escaped Kraven's mouth, "We won't let you have a piece of _our _pie boy. _We _are true hunters, you are only a cub." He climbbed the buildings with a rope and swings to the roof and wrapped it around himself. " Who are you?"

Harry looked over, but still flew around, "Green Goblin II, Goblin jr. I have no name, but I am an avenger to those who he has caused pain."

Vulture clingged onto Spidey as if he's his toy. "You can't have him!" Vulture shouted at the Goblin. He flew off trying to avoid the green menace.

Goblin Jr files after him as Kraven launched a dagger at his glider. It hit it making it spin out of control. The glider zoomed upward then spun around in three dizzying circles "Arrrrrgh!"

Kraven smirked as his new foe is easily vanquished.

Vulture continued flying to make his getaway, trying to zigzag through the various skyscrapers and apartment buildings of New York to try and throw his new enemy off. _Don't want to lead him to our hideout,_

Sandman and Mysterio make it to Ock's lab, their headquarters.

"We're back," they both say simultaneously. "Good, good." Ock smiles an evil grin.

All of a sudden, his smile turns to a sour frown. "Where are the others?" he demanded.

Sandman and Mysterio turn to look at each other and shrug.

"Ya got me..." Sandman responds. Ock radios Kraven and Electro.

"Where are you two!" he shouted.

Electro entered the shady building after those too huffing. "I was kinda low on electricity. I had to take out a few places, long story and keep an eye out on Vulture and that dweeb in black trying to attack our prey." He said then caught his breath.

Ock replied to Electro's message: "What do you mean the 'dweeb in black trying to attack our prey'?" His displeasure was now well known as the tentacles rose upwards and hissed at Electro. "This will not do! Take him out immediately, do you hear me! _Now!_"

Vulture continued his escape, trying to find the darkest alleyway he can find. _With my superior night vision, this chump can't catch me!_ He thought.

The Goblin Jr's glider waveed and twirled around upside down as he crashed into a track below hauling concrete. He lied unconsciously near the edge as his arms dangled over the edge. A driver of the parked vehicle gets out to see if he is ok. The aged male driver in a city worker's blue clothing notices he's battered up bad. The Goblins jr's sleeve is pulled up as his pulse is taken. The man then proceeded to call an ambulance on his red palm sized phone.

Kraven purred with satisfaction. "What a way to go." He noticed him from a building and then leapt to another building, and climbed down. While on foot, he soon ran to Doc Ock's lab.

Near the other side of Ock's building, a man in white mask, a special belt and black garments asked a young freckled boy to deliver the paper to him. The red haired boy with the blue hat and shaggy jeans was only 10, but did not stop him from taking a few bucks to do what the stranger asked. The Chameleon then walked off whistling with gladness.

Vulture looked back behind himself for a brief moment and sees the Goblin lying unconscious on the ground. "Ha!" He continues on reaching the destination point.

Ock looked to see who's around. "Let's see..." he begins. "Sandman, Kraven, Mysterio, and..." before he finished his sentence, Vulture landed at the window, dropping Spidey to the ground ruthlessly.

"I'm here, Ock! Sorry it took me so long... trying to make sure that guy chasing me wasn't following me." He collapsed on the floor fatigued. "Darn guy's so heavy..."

7


	4. Chapter4 Chameleon's Game

Ock promptly snatched up Spidey from the floor, placed him with care on a silver table securing his arms and legs with menacing metal thick bands. "Excellent work!" The tentacles moved away from Spider-man's body as the top right one clicked. It then rotated and got Otto's attention. It then returned to its place on the ground with the others.

A smile came over his face as Octavius glanced at the goggles attached to Spidey's face. The ingenuity perked his interest as his eye stayed fixed on the small object. His right tentacle reached for them." What're these?"

He looked at Mysterio. "No, no. Give them to me. I'm very curious..."

Mysterio glared at Ock. "But they're _mine!_"

"Who's in charge here?"

A boy came like a mouse through the entrance. His hands quivered holding a paper as he asked mumbling, "Uh Mr. Which one of you is Mr. Ocvaours? Octavers? Sorry bad hand writing. This is for that person"

In a hurry, Otto stood up, grabbed the letter out of the boy's hands with his tentacle. "That'd be me. Now get out of my lab, boy."

The boy turned white in his face and ran out of the lab. Ock snickered after the child left. "Ha! Serves him right." The blade sprung up on his tentacle and it sliced open the letter with precision as Otto's eyes scanned the contents.

The letter read: 'Dr. Octavius, if you want to see Rosie again you will do as I say.' It was signed by Cham. "Chameleon..." he muttered to himself. "How dare he!" Rage surged through his veins as he crumbled the paper. The chameleon had made his presence known only on the television and Daily Bugle over the time when Peter was in a coma, but this was too close for Otto. Why would someone purposely dig up a woman's body to harass him? What sick dastard would plan to torment a brilliant and grieving widower. "Where is he, where is Chameleon! Somebody go out and find Chameleon!"

Electro shrugged. "I don't know. But he will get beat for that."

Kraven raced in and dropped his spear. "He's out of our hair, Dr. Octavius."

Ock looked at Kraven. "What did you do, Kraven? On second thought, I will handle this matter myself. What about the nuisance?" An evil grin emerged on his face as his voice hinted of curiosity at the beastly group member.

Kraven smirked. "I took out a little Ninja Goblin thing that said he would pay us more for Spider-man, oh well. I think he cracked his skull on the side of the truck pretty good."

Vulture, Mysterio, and Sandman just shrugged.

"Is the meddler deceased?"

"Not sure," Kraven raised his sphere from the ground and pointed to the tip, "But want me to put him on the end of this?"

Electro looked at Spider-man. "Will he wake up?"

Kraven turned to look at Electro then he walked over to spider-man's body and pulled out the dart still lodged in his neck. He picked it up and tossed it into trash can. "He should be waking up in 15 minutes. It's not enough to knock out a hippo, but enough for small prey like him."

Ock looked at Kraven. "Sure," he replied to Kraven. "He had better wake up soon, Kraven."

Electro charged up a bolt, "So you know who this guy is right? I mean you found him easy enough? Why not unmask him and toast him!"

Kraven leapt infront of Electro, "We had our turn, and it's up to Ock."

Ock stomped his foot, "Leave him alone! He's Mine! Everyone, get out of here, now! Your parts are done! I'll radio for you if I need you!"_ I better move his body to another location so I can be truly alone with my retribution._

A small electrical charge shot at the edge of the table that Spider-man was on from Electro's hand. The unconscious soul felt nothing from the assault. Like a child, Electro left in a huff.

Kraven shrugged his shoulders and pretended to do a courtesy, " I don't mind taking second place in a kill. After all, the predator can devour the carcass. I'll make sure it gets scattered across the city and post the head on this spear and give it to whomever will be most horrified." He laughed sinisterly and walked out.

A snort left Otto's mouth, after Electro had shot a bolt at Spidey. "Electro won't be back to work for me again... I'll see to it," Ock mumbled.

"Thank you for your respect, Kraven." Ock bowed ever so slightly at Kraven, Mysterio, Sandman, and Vulture just left the room at all once.

"See you then," Sandman said to Ock.

He nodded. There was a short pause after the door finally clicked shut. Dr. Octopus exhaled a sigh of relief, "Finally, alone at last." He walked over to Spidey's table. "Now, then, how should I kill you?"

Ock looked and sees the note on the floor. He then noticed that there's more scribbled on the back of it. He picked it up and read it out loud. "Come to the 10th Street Bridge in an hour if you want to see her alive. Yes, you read correctly and is by no means a double." He said,"' She's... what the...?" The Master Planner's eyes grew wide as he caught the scent of a familiar flowery scent coming off the note's paper. "Rosie! Why didn't I smell it before?" Spider-man was now in the back of his cranium, as he dropped the note on the ground, ran to the other side of his lab and dipped his tentacle blade thoroughly in an unknown clear liquid substance. After he finished that, he ran out the door and found his way to the location on the note. Snow fell in a fury as Ock trotted out of the laboratory, pulled his jacket tighter around him and prepared for the worst.

The wind whipped around the bridge as cars whizzed by. Several of them slowed because of traffic as the Chameleon was dressed in a police officer's uniform of a Caucasian man, mid forties , bushy brows and shaggy hair cut. He waved at Otto and called him over. "I'm here on the Rosie Case. I was dispatched here, I think by someone who knows you." He smirked.

Ock looked at the suspicious-looking policeman and tried to hide his tentacle-arms as much as possible while he walked over to the policeman. "Do you have information on my Rosie? I need to know! Tell me now!" Ock shouted as desperation flooded his voice.

The police officer folded his arms. "Yes I do. It's very simple. The man who sent you that demands your blue prints to your machine thingy." He then hit a fly near his shoulder as he jerked his neck up ward the device for voice changing started making a static sound.

Something wasn't right, and Otto knew it, but telling his nerves to calm down was out of the question. "How do you know about the note I received only an hour ago? That was top-secret." Ock tipped his head down and smiled an evil grin at the man. "Who are you, really?" he asked with a suspicious tone of voice.

The Policeman stumbled on his words, "We received uh uh, um, another copy Comrade in our office." He rubbed his neck.

"Right," the scientist said clenching his teeth and continued after stating, "And where can I find this man who wants my blueprints?"

"Our job is to find him. Your job is to know that justice is being done. But I had to talk to you myself otherwise they'd send a squad car to arrest you for robbery and a long list of other crimes. It is up to you. We could make up a blue print thing for us to give to him," sweat dripped down his face.

The brow's on Otto's face rose as he stopped grinding his teeth, "But why would you need a made-up blue print, officer? And of what, exactly?" Anger ran through his veins as he continued, " My machines and inventions aren't just up for grabs, now!"

"Oh, I know that. We had to come up with some reason, anything to stall to uh, help your wife, sir." More sweat runs down his face as an officer in the distance pointed and yelled at him certain words that only someone with a super hearing aid would hear or rather Ock's tentacles of 'Imposter. He's not a cop.'

Doc Ock's tentacles perked up and sensed a voice in the distance yelling, 'Imposter! He's not a cop!" The voices in his head confirmed his gut feeling. He grabbed the cop with his hands and began shouting at him. "You're not a cop! Now, tell me where Rosie is, Now!" The tentacles swirled around the 'cop's' head menacingly.

The Imposter smirked and pressed a button on his clothes revealing his purple costume and red stripes and white mask of a face. "Ok, well you caught me. I guess I should have disposed of him, rather than having sympathy for his Capitalist soul. Yes, comrade it is I Chameleon. If you want your wife alive, then I need to stay alive."

Doctor Octopus was outraged at the thought of being almost tricked by Chameleon. But he realized that his words were right, so he set Chameleon down and the tentacles lowered themselves into a defensive pose as if imitating rattler snakes, " Just tell me where Rosie is, got it, _Chameleon_."

"I will tell you once you make for me your fusion machine. I saw your demonstration _in _person and I just had to know how. You'd think your wife would have some knowledge of your work. She is as delicate as a flower. Her mental capabilities are not like yours. " He mused.

Ock hung his head low, a sense of defeat filled him, defeat- for now. "Alright, Chameleon. I'll just need Tritium and some time. Can you at least provide me with those things?"

Chamelon's smirk grew. "I don't need you to _build it__. I need your blue prints. We'll take all the necessarily precautions. It's a shame such accident happened. But lucky for me, not that red-spandex-freak, you're wife is safe. If you want to keep her safe, then you'll produce the blueprint. On estimation how long will it take to recreate your blue prints?"_

Doctor Octopus eyed Chameleon and responded, "Well, that's better then, I suppose. It would take less time. Give me three days, and you will have your blue-prints. Let's meet at this same spot at the same time in three days. Is it a deal?" Ock held out his hand intending for Chameleon to shake it.

The breeze blew between both of them sending shivers down his back. Was it that he was dealing with a man who could kill in his sleep and did that caused him to shutter for a second, or the shivers of the night? In the instance of the breeze, Chameleon stuck out his hand and shook Otto's. "Done." To ensure it is in complete working order I'll hire my comrade scientists to look over the schematics to make sure all the parts work, that there are no missing screws and the like. Once they confirm it's correct, you'll have your wife alive, unharmed and in your arms."

Ock nodded in agreement. "Three days, then," he said. Their meeting was over. Ock headed back to his lab. He turned to look over his shoulder and noticed that Chameleon was gone. He trudged through the snow on his tentacles back to the warehouse- his main lab. He took Spider-man's reposed unconscious body, by his left top tentacle, wrapping it around him tight, to his own home. He was extra careful to make sure he was not followed. The cold wind shot snow flakes at him as Octavius went roof top to roof top in the dark of the night soon reached his destination. The home lab was small, in his white and grey monochromatic dark basement. It had a makeshift lab, but it would due for the meantime. It was installed after Rosie 'died'. Octavius hoped if he could drown himself in more work of some kind the pain would ease over his loss.


	5. Chapter5 Taste of Toxin

Drowsy, Spider-man opened his eyes. A mist seemed to be over them as he saw through his mask. This was not his home. Where had his victory gone? He waited in confusion. As he stared up thinking, he saw thick steel beams laced over his head and coming down his sides of a large warehouse. No, rather he saw a smooth small white ceiling with an elongated thick special rectangular light. It was cold, but did not smell like an old laboratory, rather the scent of new paint hanged in the air. Only a few emergency lights were on. The rest of the details were shrouded in darkness. Only the emergency lights produced anything useful to see his surroundings.

Tired and weary from negotiating with one of his major enemies, Ock opened the door to his lab and it slammed shut. Spider-Man, was way in the back of his mind as he took off his jacket and threw it on the floor. He sat down in a chair so he could think for a while. He stared into space as he was thinking.

Spider-man looked over at him squinting as some lights were flickered on, dim, and not bright due to Otto's sensitive eyes. He gathered some spit to swallow as his throat was dry. He then asked. "Uh, Dr. Octavuis why am I in this lab? I know some guys jumped me, but how do you fit into the equation. I can't see how you would plan this."

"Leave me alone, Arachnid! I'm trying to plan something that, for once, does _not_ involve you! Stay out of my way, boy, or I'm warning you..." the tentacles were poised at Spidey, ready to attack and unleash their secret weapon on him.

"Stay out of what? In case you hadn't noticed I am tied to this table, albeit a clichéd lab table but what can I do? If you tied me to a sofa and gave me pop-corn that would be different," He jibed.

The menacing metallic limbed man stepped forward to look at Spidey with a look of pure rage in his eyes. Otto was more than just upset from a hard day's work. The tentacles poised themselves for attack again, and then one of them slit Spidey's closest arm. _Now you'll stay out of my way__. _Hethoughtlooking almost as if he were in a trance. He sat back down in his chair and began to think and worry about his plans again.

The siren alerting him of danger in his head squealed, but it was too late as his arm was sliced. It wasn't as deep as he thought it would be. _What made him more upset than me?_"If you wanted to slice my throat you would have..." He then begin to feel his legs start to get numb.

Dr. Octavius got up out of his chair to see Spider-Man struggling. "I fought so hard to see this moment... and now I'm not even enjoying it," he mumbled and He took Spidey's mask off. "Peter Parker. Funny, I keep forgetting that you and that Arachnid are one and the same." Ock seemed not himself. "No matter. Squirm. Suffer. Die. You'll be out of my way so I can get my darling Rosie back." He returned to his chair and continued to think of a plan. _I can't leave anything off the plans, now can I? Hmmm... maybe I can give Chameleon the exact plans, and then send out one of the Sinister Six to retrieve it. Kraven was very stealthy after all... _

"Rosie? I think you do have something wrong with you. She died at the demonstration," he stated his words carefully as the numbness spread from his arm to his chest and fingers. He mumbled, "I was able to move my appendages before. Die? Did...was that...a toxin?"

"No, she didn't!" Ock was snapped out of his thinking and he ran closer to Spidey. "How _**dare **_you! She is _not_ dead! Chameleon told me so! And now he's after my blasted fusion blueprints so that I can save her life! And no it's not a set up. Any husband can tell the scent of his wife, as one part of his soul. It has even her perfume, rare, albeit but its hers. I have other proof that it is her before you open your mouth to dish out your immature wisecrack to me." Ock loomed over Parker, fuming out his anger.

Peter felt as though an invisible hand was pressing on his lung as he stated trying to take in as much as air as he could, "Before…..that…..why…did….you…have…them…bring…me…here. Why?"

Ock managed to calm himself down enough to answer Spidey's question. "Because I wanted revenge for you hurting my Rosie. That's why. And yes, that was a neurotoxin. So nice of you to notice. I hope you enjoy it. Now if you'll excuse me, I have work to do." He paused for a moment, to see what Spidey would do. The tentacles flicker and move around him curious about what a neroutoxion's influence looks like on the human body.

Spidey raised his brows of a confused look, and noticed the thick metallic straps on his arms and legs. "Hurting her..." He struggles to took a breath and continued, " I'm not Superman. I had to save Harry, you and stop the machine. If I…. would have saved her, Harry you and the entire block would have been destroyed…"He continued after taking more shallow breathes, "I had…. to make a choice. I wanted…. to save you all."

"I don't care who you are!" Ock answered Spidey. "And I don't believe you. I know you were capable of saving Rosie. You chose not to save her! Now excuse me!" As Ock left the lab, he accidentally hit a random glass on a table, almost knocking the bottle over.

The invisible giant he thought he felt on his chest squeezed his lungs as he made quick shallow gasps. His eyes stopped blinking and stared upward as a tear ran down his cheek. He loosed the letters, "MJ" before the world turned into glitter and then darkness before his eyes as he took the last breathe before it was too hard to breathe.

Ock left the lab for a minute and then came back holding a glass of water in his hand. He finished drinking it, and then threw it on the floor as the glass exploded everywhere. "Better not let the Arachnid die," he said as he ripped an oxygen mask off the wall and shoved it on Spidey's face. He frantically pushed on the little air bag as Spidey looked as lifeless as a rag doll. "Darn!" he said, among other things, as he saw the annoying Arachnid wasn't reacting right away. Otto ripped off the sleeve of his arm, yanked off the shelf a box of alcohol wipes, hurried and cleaned a spot on Peter's arm. He quickly, grabbed a needle and stuck it into Spidey's arm, hoping that its substance would clear Spidey's airways and let him breathe again.

"Breathe!"

The scientist moved closer and put his ear to Peter's chest trying to hear any heart beat, rather he felt his own beat as fast as a race car. He then stood up. Time was torturing him waiting for Spider-man to show any chance of life. A tentacle took note of the time and informed Otto as he lowered his head. Had it been too late? The anxiety of waiting built up in him like a volcano as the ticking of the clock send waves of remorse through him and heaviness of his actions starting to take its toll on him. He was the Master Planner, who devised this, and yet he doubted it was what he really wanted. The tentacles lowered sensing his emotion. It was over or so he thought.

And then-

Peter started gasping for air, and then opened his eyes and began breathing at a regular pace again. "Excellent. How did you enjoy my neurotoxin?" Ock asked holding blank sheet of blueprint paper as well as his original plans for his fusion machine. He turned and headed to a table nearby. "I hope you enjoyed your suffering," he said, as he got to work.

Spiderman tried to speak again but he could only mouth a few things. The toxin was still in his system, but now his body was doing its job of starting to remove it from his body. If only he could move or talk.

Ock continued working on his plans as quickly as he could with a look of despair on his face as he rubbed his forehead. _Maybe I should ask the Arachnid for help... don't know what good he'd do, though..._

Peter getting his tongue wet to form some words, but they were only a whisper. "Otto." Images of the person he admired the most flashed before his eyes as the very present one came to mind.

"I did fail." He stated to himself that he had stopped the machine. No, he had not, and she died. "I'm sorry Otto."

The weary scientist looked up from his work at Spidey with intense eyes. "What... did you say?" he asked with a totally shocked expression on his face. "What did you say?" he asked again, so shocked that he had forgotten if he had already asked or not.

He finally started to have some more feeling back into his limbs. It was not rapid, rather slow and the pain moved into some of his organs do to the detoxification process. "I said, I failed. I'm sorry." He spoke up louder and swallowed hard. He blinked a few more times.

Disbelief filled the doctor's soul. He sat at his desk and hung his head low. He looked at Spidey with rage in his eyes. "You're only saying this so I'll help you with the neurotoxin! Well, it won't work!" Rage came out from Otto, and his eyes stood on the paper as he continued on his plans, trying to ignore Spidey, even though he did help him through it. If he did survive, it was vital that he was able to breathe as the poison moved through his body.

Peter sighed. He looked up and spoke, "You're not the only one that loved someone you loved. I lost my Uncle Ben because I wanted revenge on someone who cheated me out of some money...what I'm saying is it's not worth it. And, maybe I can make it up to you. Who is this Chameleon person and why does he want you to do?"

Ock looked up at Spidey with a surprised look on his face. The old Otto seemed to be coming back for a moment. "Yes... I think you might have mentioned something about this uncle of yours before..." Small tears began filling his eyes. "I just can't... I just can't lose her... she's the only woman I've loved..." The tears began to flow down his cheeks, but he didn't want Spidey to notice. He turned around in his chair and wiped the tears off his face with his hands. He cleared his throat and began speaking to Spidey. "Chameleon... is my enemy. He wants my fusion machine, and he's taken Rosie. He wants me to trade my fusion machine plans for Rosie. If there's even one alteration on the plans, he'll call the whole thing off. I have no choice but to copy the plans accurately in order to get my Rosie back. But..." he turned to look at Spidey with a grave expression on his face. "... you remember how deadly that machine was! We can't let him build it! Could you... help... me...?" he asked with an unsure look on his face.

Feeling sensation in his arms, legs and neck, he slowly turned to face Dr. Octavius. "Since she's alive then I can help out. What do you want me to do? Ensure she escapes and he doesn't double-cross you?"

Time ticked away as Ock thought some more. He nodded and said, "I want you to steal back the plans that I will be giving them. Can you do that?"

"Sure. They are yours. I'm not into extortion. He'll be behind bars for sure...unless you decide to peel the flesh from his bones."

Ock nodded at Spidey. "No, no. Let me take care of Chameleon- and if you can, ensure Rosie's safety. Once you get the plans and her, you never let her out of your sight, you got it?"

"Got it. I'd hurry but I am just starting to feel my limbs...got anything to speed up the uh, anti-toxin thing?"

The right top tentacle grabbed the bottle that he had almost knocked over earlier. "Yes, I took a solution from Dr. Connors to clear one of my poisoned rats' veins. I Never gave it back. That was my fault. Here, I'll inject it into you." Ock moved quickly and drew the medicine from the bottle using a needle, cleaned the area, and then inserted it into Spidey's arm. "Wait a few minutes," he said. "That should help." He went back to copying his plans. The earlier one only diluted the poison as much as possible.

"Uh, thanks, I guess." He waits a few minutes as the cold substance feels like ice. He groaned in pain and soon the pain subsided. He tried to lift himself up but fell back on the lab table.

"You'll be a little weak from the toxins, Peter. It's a little side-effect even after they're cleared out of your body. Stay here and rest. I have 2 days left to finish copying this plans." The Master Planner looked up at Peter with a serious face look in his eyes, and noticed the fear in his, "You can trust me, Peter." The left tentacle came around and unlatched the locks on the straps. They pop up with a hiss and fall down and hang from the lab table.

He looked into his eyes. It was almost like having the old Otto back. He smiled. "Sure."

Ock sighed. "I wish things could just go back to the way they were..." he said regretfully. "But we must keep pushing on. I'll show you to one of my spare bedrooms and let you rest while I finish these plans. If you need anything, just ask. You can get whatever you want out of the kitchen. Do you want to change out of those clothes?"

"Would be good. I'd like to uh, appear uh as a student not some lab-experiment-revenge thing. I left my clothes near the construction sight in an alley. Do you think you can find it?"

Ock shrugged. "Why not borrow some of my clothes? I know they'd be a bit big, but they'd work for now."

Peter scrunches his brows low, "Right." He sighed and released them, "I didn't want to inconvenience you anymore. I'll just grab any belts you have for the pants and tie a knot on any shirt that is a bit uh larger than myself."

The Master Planner looked up from his work and cracked a small smile at Peter. "Good... Here, I'll show you where I keep my clothes." Ock got up from his chair, opened the door of his lab, and motioned for Peter to follow him out the door

Peter flexes some fingers, then stretched his arms upwards. Realizing he has some strength, he pushed himself up on the table. He teetered, but manages to ketch his loss of balance.

Ock looked at Spidey. "Oh yeah... the toxin... Nevermind. I'll just grab some clothes for you. Stay here and wait." Swiftly, he left the lab, walked through the hallway and into his drenched in brown color bedroom. He opened up several drawers and grabbed various clothing parts including pants, socks, a shirt, and a belt. He went into his closet and grabbed an old pair of leather sneakers that were too small for him. _Maybe these'll fit him__..._. After he had what he needed, he walked back into the lab and set the pile on the table. "Think you can make it to the bathroom to change? I've got to keep working on these plans." The clothes were old but not in bad shape. Various colors only stuck to the conservative solid colors of red and grey, but it did not matter to him.

"Thank you." He looks around and sees a small bathroom next to the eye-wash sink for chemical issues and a shower.

Ock cracked another rare smile. "You're welcome." He went back to working on his plans, drawing each line as precisely as he could.

Peter took his time and stepped off the lab table and wobbled a bit, but soon took delicate steps to the bathroom. He changed as fast and careful as he could as his body felt like jelly.

The doctor continued working on his plans. "Are you okay in there?" Ock asked almost speaking to no one. He carefully drew up the plans with his expensive-looking pen.

Being careful, Peter tried to walk slow an steady on the floor. His legs feeling like jelly. "Yeah I guess so. I guess the poison still isn't fully out of my system yet." He then sat down on a seat and yawns. "Excuse me...so what do you want me to do?"

Ock responded without looking up from his plans, in a low monotone voice while he concentrated on his plans, "Just relax. Get some sleep."

A smile came over Peter's face. "I don't think I can sleep, so uh, have anything to read?"

A brow rose on Otto as he looked up at Peter for once and paused his work. "Oh, I'm sorry. Would you like a sedative, Peter? It'll help you relax and get to sleep." He smiled back at Peter, thinking how rare it was that he had smiled_. __I'm sure the rest of the detox of _that_ is not the pleasant; he'd better off sleeping it off._

Parker rubbed the back of his neck. "Eh, I don't need one thanks though." He tapped his fingers on the arms of the chair nervously. With all that he'd been through who wouldn't be on edge? Slowly, he brought his fingers to his chin still wondering what he could do to remedy the situation. Was this Chameleon well armed? Was he a sniper? He head read some reports but not enough to make more than a small article in the _Daily Bugle_.

Doctor Octavius stared at Peter for a moment and then got up out of his brown leather chair and walked to a counter with needles on it. He looked around and found a needle labeled as a sedative. He had cleaned his arm already with antiseptic. "Just let me give this to you, Peter. It'll help you. You can trust me," Ock said as he poked the needle in Peter's arm and injected him with the sedative. He went back to his desk and sat down again. "Have a good sleep, Peter," he said as he got back to work on his plans.

Peter was going to attempt to dismiss him again; after all he always thought to play the part of the hero. Before he could protest, a scent of alcohol filled his nose and then the needle had made it's impact in his arm. His eyes lowered as his mind started to float away. His muscles loosened, causing his head to slump and arms to hang down on the sides of the chair.

Otto looked up from his work and sees Peter slumping in his chair and within 15 minutes drooling. "Okay, fine. Sheesh, I'll get you on a stupid couch." The professor gets up looking mildly upset, picks Peter up and slings him over his back with care. He exited the lab and goes into the sitting room, which is across from the lab, and softly lays Peter down on an emerald-green loveseat. He waddled angrily back to his lab and goes to finish his work.

Later on, after Spider-Man had rested, Ock walked up to the recovered Spidey who moved from the green loveseat. "Did you rest well?" Ock asked with a small smile. The smile hinted the old Octavius is finally back.


	6. Chapter6 Betrayal'sGrip

Later on, after Spider-Man had rested, Ock walked up to the recovered Spidey who moved from the green loveseat. "Did you rest well?" He asked with a small smile. The smile hinted the old Octavius is finally back.

Peter stretched his arms behind him and yawned. "Yeah. I had a great nap. I feel a lot better." He then winced seeing the several sore tissues from where he was burned by electricity. "Some what better…. I'm good. You? Well whatever you want me to do to help out, I can do." He smiled and waited for Otto's reply as his stomach rumbled.

"I'm fine, now that we'll set our plan in motion. Here's what we do. You stay here and I'll go out first to face Chameleon. I'll give him my plans. Once I do that, then you'll use signal that I'll give with ..." He handed Spidey what looked to be a tiny ear piece, "...this. It's an earpiece that will let you and I keep in contact. All you do is put it in your ear, which will make it undetectable to anyone because of your, uh... costume." Ock cleared his throat.

Peter took the clear ear piece from his hand and looked at it.

"The earpiece contains technology that will pick up your voice when you speak, and of course you can also hear my voice through it. Amazing, isn't it?" Again, Ock cleared his throat, "Anyways, I'll be wearing the same thing. I'll give you a signal to get going with two key words. The key words are 'Okay, Chameleon'. Don't forget them, now. You'll leave as soon as you hear them. I'll come back here and wait for you to steal back my plans. I'll stay safe with Rosie. Any questions?"

He still held it in his hand and faced Otto.

"I have just one question: Wouldn't it be faster and safer if I took your wife to a safe place you designate rather than you. I mean, you'd be a prime target. But, whatever you choose, I'll agree to. I just don't want this Chameleon character to pull any tricks. I heard about him on international news. I heard he can change appearance. Uh, I mean another question, uh questions, what if you ask me to come and he changes into Spiderman? Then what?" Peter rubs the back of his head. He then looks down submissively.

"You've got a good point there," Ock added. "But if you're in charge of Rosie, who's going to steal back my precious plans? And this way, I would know that Rosie's safe. I could put her in a safe place and fight off any enemies coming my way. As for if he changes into Spider-Man... well, _you're_ the one with the earpiece. So wouldn't that help us distinguish who's who if I tell you a command and he wouldn't get it?"

He looked at Otto then down at the floor, "Yeah I guess you're right." He stomach growled again. He noticed it was near dinner time; and slept most of the day. "Could we grab something to eat before we go out. I'd like to concentrate on your voice more than hear my stomach grow."

At last the showdown was here.

Near sunset, Chameleon waited on a bridge. He'd planned it perfectly a chopper would whisk him away from the scene of his created crime. For Russia's glory was at stake to him, or at least the idealized Communist idea of one that he'd wish to run.

He clenched his one fist. "Soon my country, soon, America will fall to the power that I've acquired. The sun will shine our country for a change." He glanced left and right at the small cameras and called up on a small radio device. "If you see him, make sure you get a good look at the plans."

Several voices over the radio device agree in unison.

Spider-man, usually the one to lead such a charge into battle, felt resigned to allow his professor to take the lead. After all, he felt it was his fault that Rosie was not saved first, and he couldn't blame Otto for any resentment towards him and what happened to still exist between them.

Part of him still looked up to Otto. Would Otto give up his anger toward him over what happened to Rosie knowing she'd be alive and would be rescued?

With his plans neatly rolled up and stuck in a leather case tied with a white string, Ock slowly and reluctantly opened the door to his "lair" and exited out onto the sidewalk.

Spidey watched him go outside. He wanted to join in the action and felt he had to, but on the other end he wanted to respect Octavius's wishes to do the plan his way.

The scientist continued on down the street to where he was supposed to meet Chameleon. He clutched the plans tightly under his arm. A few minutes later he was standing in front of Chameleon. "Chameleon... where's Rosie? I won't give you my precious plans until I have my wife safely in my arms unharmed!"

Chameleon smirked in his famous white mask and blue clothing and pointed behind him on a tall building," She's being lowered to that rooftop over that by the helicopter. I assure you, she'll be fine if you hand me the plans in my hands, now."

Ock chuckled in disbelief and lowered his head to look down. "Why did you have to do it the hard way?" he asked Chameleon. "Bring here over here first. Unharmed. Safely."

He folded his arms and replied, "Now, Dr. Octavius, if I deviate from the schedule she will be harmed. My men are to obey my strict orders. I don't think you want to test me and bring harm to her."

"No... you're right..." Ock said slowly. "Here's the plans..." He handed the plans to Chameleon. "Okay, Chameleon!"

Spider-man heard the cue and took to the skies and swung faster and faster and landed on a cracked old wooden roof. He looked and saw 2 helicopters. One helicopter was over the bridge; the other was to the left with a woman on a rope.

"Now Give Me My Wife!" Ock clenched his fists. "We made a deal, you _vermin!_ Bring her to me, Now!" He was trying to restrain his anger and was panting rather quickly and loudly. The tentacles raised upward and opened up their claws glaring at the monster who would threaten their 'father's spouse.

Chameleon laughed as he was lifted up by the rope on the helicopter. "Of Course. You're wife is being lowered to the building to your right, my left." His eyes noticed something dashed in the back round- Spider-man.

"Fine, then, I'll go get her myself, and she had better be there when I get there!" Ock started running toward the building with the silhouette of a helicopter and a woman on a rope. He went as fast as he could and ended up on top of the building across the street from the building where Rosie was being lowered onto. "Rosie! I'm coming to get you! At last!" Excitement spouted from his soul. He backtracked to the back of the rooftop and got a running start. He leaped up as hard and fast as he could and used his four tentacles to help propel himself off the building. With a loud bang, Ock landed hard on the edge of the building across the street. He dug the claws of his tentacles into the side of the building and managed to pull himself up. "Rosie! I'm so glad you're alright! Let me help you!

Rosie wished embrace Otto, but she hang like bait on the rope. He still had not reached her just yet.

Spider-man leapt after the Chameleon's chopper when a shot rang through the air at Rosie. He lept to the helicopter and went to throw a fist at him when he smirked and pulled out a gun. "I don't think it's a good idea Red and Blue Tights man to stop me." Another shot rang out.

Something didn't feel right.

The tentacles were uneasy as well as Doc Ock looked around him and suddenly realized the number of snipers surrounding him on the various rooftops. He heard a gunshot fire and flinched. "Uhh... Rosie, my darling, you'll have to be patient! I'll rescue you as soon as I can. Just hold on, baby!" Ock again surveyed the various snipers around him. Suddenly, something whizzed by him and went in the direction of Chameleon's helicopter and Spider-Man. "What the?"

Out of the dark another object sped up to one of Spider-man's speed and headed straight to the helicopter. A few lights from the helicopter as well as the city lights picked up on a green silvery object traveling at great speeds in the night. A smoky mist from the exhaust filled the air behind it.

Spider-man on the edge of the helicopter's door pulled back his fist as Chameleon laughed. He chided Spider-man. "I don't think it would be wise to interfere in a business transaction. There is a fee for third party interference. Should the woman pay for you?" He cocked the gun in the helicopter.

Instantly, Spider-man withdrew and leapt down as the Russian criminal put away his gun. He shot a web at the plans in Chamelon's hand and smiled. With a quick tug, Spider-man now had the plans. "No need for violence when a simple withdraw from the bank will be fine. I don't think I like your bank." He laughed and took off as the Chameleon growled.

The Spider sense blared as out of nowhere, the black object blended well in the night sky as he's impacted with a black faced object. The object at closer inspection formed a masked man similar to that of the Goblin but smaller and height. Highlights of green are around its mouth as well as on the glider.

The doctor decided to go for it and used his tentacles to tug on the rope that Rosie was on. He pulled as hard as he could until finally he was able to grab her in his arms. "Rosie..." he said as he sighed in relief. He looked up at the chopper. "Now get out of here! Leave us alone!" He was still holding onto the rope with his tentacles, and he helped drag her to one side. Rosie's feet finally felt 'ground' atleast that of the roof. Otto let go of the rope. He stood there for a moment looking at Rosie. "I thought I'd lost you..." He hugged her close with his arms and with all of his tentacles, too. He looked lovingly into her eyes and kissed her on the cheek. "Okay, we've got to get going, Rosie." All of a sudden, Ock heard a huge crash coming from the sky. He looked around trying to see what it was.

Spider-man slammed into the ground as the masked green ninja like assailant opened his helmet visor so his face would show, "You have to pay"

"Harry?" Spider-man asked pinned to the ground by Harry's glider.

"Who else did you hurt? Of course it's me." He flipped up from his belt a small bomb and tossed it down at Peter.

Peter turned as the mini bomb sent electrical waves in many directions at Peter shocking him. He screamed in agony. "Why! I told you, he was killed another way, not by me. Your dad was like a dad to me. You were like a brother to me."

"_Were__,_ is the word Peter. You always were better than me and what's worse is you had to have my father's love too. Why? Because it's the one thing you didn't have!" He punched Peter hard to the right forcing his face to turn right and hit the cement.

"That's cruel Harry. You had a father. I never did. I had an Uncle that was an Uncle to me. He died. Your father was just as special to me as my Uncle. He choose another path. I shouldn't tell you this…..but it's the truth-"

The argument carried over in the air to other ears. Electro hovered above a power line contemplating on a big heist when he heard Spider-man's voice. "What? I thought that scientist loon killed him?" His reply was not alone as in the distance other's heard the commotion

Ock looked over to see Peter being attacked. "Oh, no! Rosie, Peter's being attacked! Dear, you need to get back to the lab! Can you do that? I need to go help Peter!" Rosie nodded in agreement and hugged him tightly. The two embraced for a moment, and then Rosie headed for the stairs as Dr. Octavius climbed down the side of the building.

"Shut up!" Harry back slapped Peter across the mouth. "Don't lie. You keep hurting me when you lie. No longer!"

Peter's eyes glared underneath the mask. He'd have to tell him. He never promised his father to not tell him. "Harry, your dad attacked me. He betrayed me."

Blood leaked from his nose under his mask. The scent traveled into the air and then the wind carried it downwards to one who's senses are heightened. Kraven sniffed the air below at a local cafe. "

"The Spider?"

He looked up. He then climbed the building to look across to see the two figures in the dark. He and Electro hovered over and landed next to Kraven.

"Yeah, I guess that guy couldn't finish the Bug."

Ock made his way towards where Spider-Man was being pummeled by Harry. "You leave him alone!" He ran over to Harry and pushed him off Spidey with his tentacles.

Harry fell on the ground and flipped over as Spidey rose to his feet. Harry glared at Peter and Ock. "He's just as bad as you are."

Sandman was just minding his own business slinking around an alley when he heard a large banging noise. "Huh..." he mumbled to himself. "I wonder what that is? I'll go check it out."

Vulture was flying ever freely in the skies when he spotted Spider-Man down below. "I suppose that octopus-man didn't finish him off, yet! Well, I'll finish the job for him!" He contacts Mysterio via radio. "Mysterio, do you want to team up? We've gotta get this spider and squash him like a bug!"

Mysterio responded 'yes' to Vulture's question and he headed off in the direction that Vulture had told him to go.

Kraven looked with binoculars to see Spider-man and Harry through the lenses. He's not familiar with the young men but grunted. "So that's the upcomer who thinks he's a predator. He has to learn to join the pack. This alpha male has to show him the ropes."

Vulture continued flying around toward the Spider and contacted Kraven via radio. "Kraven... come in Kraven...Let's work together to take down the Spider. All five of us. We'll each get a turn to pummel him. What do you say?"

Kraven looked up and saw Vulture, "Very well. I shall poison him, and go in last for the kill." He then leaped to another building and aimed his blow gun at Spider-man.

Quickly, Chamleon's chopper flew over the rooftops near the gathering opposition to Spider-man. He waved out and hovered above. "Good by my American Foes. "

Harry looked up at the man in the helicopter as Spider-man tossed the rolled up blueprint to Doctor Octopus. He then shoot web tying up Harry while he was distracted. As his last web line was completed, he look up at Chameleon. "Not yet. You' don't have diplomatic immunity!"

Ock caught the rolled up blueprints just in the nick of time. "Thank you, Arachnid!" Ock said. "I've got what I needed..." he snickered.

Peter folded his arms, "Yeah Arachind. Sound the same too." A bolt of Electricity shot the space between Spider-man and Harry at Spider-man. He lept up and climbed the helicopter as it teetered. The smug look left the Russian fiend. "Shoot her! "Chameleon shouted as a few snipers tried to get at Rosie. Spider-man shot web ball at the snipers in the distance as the helicopter spun around trying to make him fall off.

Vulture flew in and landed quietly and softly next to Kraven.

"Your move... then I'll be the second to get him. Sandman and Mysterio will follow my lead. Anybody else who wants a piece and can follow behind us."

Kraven shot a blow dart up at Spider-man. The dizzying and twirling of the chopper soon stopped as the chopper hovered over the buildings. His senses were heightened but the sting of the blow dart hit his arm. He winced and pulled it out. Chameleon kicked him off the edge of the helicopter. He fell rapidly.

Vulture swiftly flew in and caught Spider-Man in his claws. He held on for a good couple of seconds, then he threw Spidey aside to hit the side of a building. The assault did not stop their as his sense was blaring loudly another foe came in to attack him. The impact of the building sent waves of pain through out his back side as he then fell. Sandman was below waiting to catch him.

Sandman caught Spidey, then slammed him against the building, breaking the window.

From the one rooftop, Ock looked over to see Spidey in trouble. "_I've got to go help him_," were the words Octavius muttered almost in a whisper."He leapt down from where he was and landed next to Kraven.

"Kraven, what have you done?" The tentacles flair upwards and impact the ground next to the jungle dressed man. "He's _mine!_"

Spider-man's senses slowed as pain was sent through out his body from being broken against glass. The sharp claws had injured him and had allowed some shards of glass to pierce his flesh. He cried out as he stuck to the wall was best he could.

Kraven smriked. "You see Dr. Octopus, if you cannot not handle the prey other lions go in for the kill. I thought you were the alpha male."

"Stop talking nonsense, you animal!" Ock yelled at Kraven.

Kraven smirked.

"Get out of my way!" Otto again spoke as he shoved Kraven aside. Glaring, Otto saw Sandman about to launch and attack on the webbed hero. He ran over to where Sandman was and said, "Sandman, leave him alone!"

Spider-man saw a few stars. They passed as he then rolled off the wall to the roof. He got up and shot out web lines at Sandman and Harry. The spider strength was slowing ebbing away as the dart's effects pumped through his veins.

Mysterio, meanwhile leapt behind Spider-man and threw few holographic cubs. Out leapt several wasps that only Peter could see. He swatted them away as Kraven rushed up from behind and held him with his spear choking him from behind him.

Harry struggled in the webbing. "He's mine! I'll pay you to let me finish him.!"

Standing there trying to think of a plan, Ock just flat out said "Fine. Do with him what you will. I'll let the poison take effect. Kraven! Leave him alive at least! I want to make sure this time that I kill him!"

An elbow impacted with Kraven's stomach as he chuckled, "Spider, do you think you can stop me this easily?" Peter gagged as the hunting stick pressed against his Adam's apple

Electro grunted. Watching the battle from the sidelines was not something he was going to do. In an instant he moved closer to the action. He rubbed his hands together. "Let me finish him!"


End file.
